Note 2 - Acquisitions

3 Months Ended

Feb. 27, 2016

Notes to Financial Statements

Business Combination Disclosure [Text Block]

Note 2

: Acquisitions

Continental Products Limited

 

On February 3, 2015 we acquired the equity of Continental Products Limited, a provider of industrial adhesives, based in Nairobi, Kenya. The purchase price of €1,459, or approximately $1,647, net of cash acquired of $371, was funded through existing cash.

Tonsan Adhesive, Inc

.

On February 2, 2015 we acquired 95 percent of the equity of Tonsan Adhesive, Inc., an independent engineering adhesives provider based in Beijing, China. The purchase price was 1.4 billion Chinese renminbi, or approximately $215,925, net of cash acquired of $7,754, which was financed with the proceeds from our October 31, 2014 term loan, drawn in conjunction with the acquisition.

Concurrent with the acquisition, we entered into an agreement to acquire the remaining 5 percent of Tonsan’s equity beginning February 1, 2019 for 82 million Chinese renminbi or approximately $13,038. In addition, the agreement requires us to pay up to 418 million Chinese renminbi or approximately $66,848 in contingent consideration based upon a formula related to Tonsan’s gross profit in fiscal 2018. The fair values of the agreement to purchase the remaining equity and the contingent consideration based upon a discounted cash flow model as of the date of acquisition were $11,773 and $7,714, respectively. See Note 14 for further discussion of the fair value of the contingent consideration.

The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

	Preliminary Valuation November 28, 2015			Purchase Price and Fair Value Adjustments			Final Valuation February 27, 2016
Current assets	$	49,839		$	-		$	49,839
Property, plant and equipment		59,142			-			59,142
Goodwill		125,090			700	1		125,790
Other intangibles
Developed technology		18,600			-			18,600
Customer relationships		25,700			-			25,700
Trademarks/trade names		11,000			-			11,000
Other assets		13,540			-			13,540
Current liabilities		(38,068	)		-			(38,068	)
Other liabilities		(37,145	)		(700	) 1		(37,845	)
Redeemable non-controlling interests		(11,773	)		-			(11,773	)
Total purchase price	$	215,925		$	-		$	215,925

1

Relates to an adjustment to the contingent consideration liability discussed above.